INVITATION TO SRV GROUP PLC'S ANNUAL GENERAL MEETING 2008
Notice is given to the shareholders of SRV Group Plc of the Annual General
Meeting (”Meeting”) to be held on Monday, 14 April 2008 at 4.00 p.m. at Marina
Congress Center, address Katajanokanlaituri 6, Helsinki. Registration of persons
who have given notification to attend the Meeting will begin at 3 p.m.
The following matters are on the agenda of the Meeting:
1. Matters to be dealt with at the Meeting pursuant to the Article 11 of SRV
Group Plc's Articles of Association and Chapter 5 of the Companies Act
2. Proposal of the Board of Directors to authorise the Board of Directors to
resolve on the acquisition the company's own shares
The Board of Directors proposes that the Meeting authorises the Board of
Directors to resolve on the acquisition of the company's own shares, in one or
more instalments, with the company's unrestricted equity.
The company's own shares can be acquired in order to be used as payment in
corporate acquisitions or when the company acquires assets relating to its
business and as part of the company's incentive programmes as well as to be
otherwise conveyed, held or cancelled.
A maximum of 3,676,846 own shares, or a lower amount that in addition to the
shares already owned by the company and its subsidiaries is less than 10 percent
of all shares, may be acquired on the basis of the authorisation. The
authorisation includes the right to acquire own shares otherwise than in
proportion to the holdings of the shareholders.
The authorisation is proposed to be in force for 18 months from the decision of
the Meeting.
3. Proposal of the Board of Directors to authorise the Board of Directors to
resolve on the transfer of treasury shares
The Board of Directors proposes that the Meeting authorises the Board of
Directors to resolve in one or several instalments on the transfer of treasury
shares against payment or without consideration.
The Board of Directors may, on the basis of the authorisation, resolve to
transfer treasury shares in one or several instalments, so that the aggregate
maximum number of treasury shares transferred on the basis of the authorisation
will be 3,676,846 shares.
The authorisation includes the right to transfer the treasury shares in
deviation from the shareholders' pre-emptive subscription right on the terms of
the Companies Act.
The authorisation can be used e.g. to be used as payment in corporate
acquisitions or when the company acquires assets relating to its business and as
part of the company's incentive programmes.
The authorisation is proposed to be in force for two years from the decision of
the Meeting.
Dividend
The company's financial statements for the 2007 financial period as well as the
Board of Director's proposal for distribution of profits were published on 12
February 2008. The Board of Directors proposes to the Meeting that a dividend of
EUR 0.12 per share shall be distributed for the financial year ended on 31
December 2007. In the event that the Meeting accepts the Board's proposal,
dividend is paid to the shareholders who on the record date of 17 April 2008 are
entered as shareholders to the company's shareholder register kept by the
Finnish Central Securities Depositary Ltd. The date of payment of dividend is 24
April 2008.
Composition, Chairman and fees of the Board of Directors
According to the recommendation of the Nomination and Remuneration Committee,
the Board of Directors proposes to the Meeting that five (5) members are elected
to the Board of Directors and that, according to their consent, Ilpo Kokkila,
Jukka Hienonen, Lasse Kurkilahti, Matti Mustaniemi and Markku Sarkamies are
re-elected to the Board of Directors and that Ilpo Kokkila is elected as the
Chairman of the Board of Directors.
The Board of Directors also proposes according to the recommendation by the
Nomination and Remuneration Committee that the fees for the members of the Board
of Directors are EUR 5,000 per month for the Chairman, EUR 4,000 per month for
the Vice Chairman and EUR 3,000 per month for a member as well as an EUR 500 fee
per meeting for the Board and Committee meetings. Travel expenses of the Board
of Directors would be reimbursed according to the company's travel policy.
Auditors
According to the recommendation by the Audit Committee, the Board of Directors
proposes that, according to their consent, authorised public accountant Jarmo
Lohi is elected as principal auditor of the company and Ernst & Young Oy, a firm
of authorised public accountants, with Mikko Rytilahti, authorised public
accountant, as the responsible auditor, is elected as deputy auditor.
The Board of Directors proposes according to the recommendation of the Audit
Committee that the auditors are reimbursed according to invoice.
Availability of Documents
The notice concerning the annual accounts of SRV Group Plc and copies of the
proposals of the Board of Directors concerning items 2-3 above are available to
shareholders for review as from 7 April 2008 on the company's website
www.srv.fi/agm and, as well as the financial statements, in the company's head
office at Niittytaival 13, Espoo. Copies of the documents are sent to the
shareholders upon request. The financial statements and the proposals by the
Board of Directors will also be available in the Meeting.
Right to attend
In order to attend and vote at the Meeting, shareholders must be registered in
the shareholder register of the company maintained by Finnish Central Securities
Depositary Ltd on 4 April 2008. In order to attend the Meeting,
nominee-registered shareholders must contact their account operator in order for
the shareholder to be temporarily registered into the shareholder register at
the latest on 4 April 2008. In addition shareholders must give their notice of
attendance to the company by 7 April 2008 at the latest.
Notice to attend
A shareholder wishing to attend the Meeting shall give notice to attend the
Meeting to the company on Monday 7 April 2008 by 4 p.m. at the latest either
a) by filling a registration form on the SRV website at www.srv.fi/agm,
b) by telephone +358 201 455 218 or +358 201 455 989 on weekdays between 9 a.m.
and 3:30 p.m. Finnish time,
c) by telefax +358 201 455 243, or
d) by letter to SRV Group Plc, Legal Affairs/AGM, P.O. Box 500, FI-02201 Espoo,
Finland.
Notices made via internet or by letter shall arrive at the company before the
expiry of the period of notice.
Proxies for representing the shareholder at the Meeting shall be submitted to
the company when giving notice to attend so that they are at the company's
disposal no later than at the end of the period of notice on Monday 7 April
2008. The proxy form is available on the company's website www.srv.fi/agm.
Espoo, 17 March 2008
SRV Group Plc
BOARD OF DIRECTORS
Eero Heliövaara
CEO
Further information:
Eero Heliövaara, CEO, tel. +358 201 455 200
Distribution:
OMX Nordic Exchange in Helsinki
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